Two press releases about Lemontonic today. First is that Lemontonic will be acquired by Silverback Media. The second states that energy company Pioneering Technology is doing a reverse takeover of Lemontonic. Silverback release here, takeover release is here.
SILVERBACK MEDIA TO ACQUIRE LEMONTONIC BUSINESS
TSX VENTURE: LEM-X FOR IMMEDIATE RELEASE
TORONTO, ONTARIO MAY 24, 2005 Lemontonic Inc.(Lemontonic or the Corporation) (TSX Venture: LEM-X) today announced details concerning its proposed reorganization (the Lemontonic Reorganization) involving the sale of its existing online dating business to Silverback Media Limited (Silverback Media).
The Lemontonic Reorganization will be a non-armís length transaction as Martin Doane, a director of the Corporation, is a director and officer of Silverback Media. Summary of the Proposed Transaction Lemontonic has entered into a letter agreement dated April 25, 2005 with Silverback Media, pursuant to which Lemontonic has agreed in armís length negotiations (Martin J. Doane represented Silverback Media and Mark Pavan, the President of Lemontonic, represented Lemontonic) to sell its existing online dating business to Silverback Media for a purchase price of CDN$15.2 million to be payable by the issuance of shares of Silverback Media with a value per share to be determined (the Lemontonic Reorganization) based upon the financing price of Silverback Media. As part of the Lemontonic Reorganization, Lemontonic may first transfer its existing online dating business to a wholly-owned subsidiary and then may dividend 80% of the shares of the subsidiary to the shareholders of Lemontonic as of a record date to be determined, subject to regulatory approval. Lemontonic intends to distribute 78.5% of the Silverback Media shares to the shareholders of Lemontonic as of a record date to be determined, and 20% will be retained by Lemontonic.
Pursuant to the employment agreement of Mark Pavan, the President of the Corporation, he is entitled to a bonus of 1.5% of the sale price of the online dating business of Lemontonic. Pursuant to the Lemontonic Reorganization, the parties have agreed Mr. Pavan will be paid his bonus by the issuance of 1.5% of the total share consideration being paid by Silverback Media to Lemontonic, or the subsidiary of Lemontonic, as applicable, subject to regulatory and shareholder approval. After completion of the Lemontonic Reorganization in August 2005, it is expected Lemontonic will have net cash assets of approximately $850,000 and no material liabilities.
Lemontonic has also announced a proposed business combination with Pioneering Technology Inc. (the Business Combination). See the press release dated today of Lemontonic entitled ìPioneering Technology Inc. to Complete Reverse Takeover of Lemontonic Inc.
About Silverback Media
Silverback Media is a private company recently established to accumulate various interactive online media businesses, with an international reach and an emphasis on the social networking space.
Silverback Media has entered into a letter agreement to acquire a private online dating business with revenue of CDN$5 million per year (the Silverback Media Acquisition).
